-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Cv3i48a2PZHk44Rvgm9aW1oifA+WYPkhvDcC6/weUgxvqlF+uJgc2ixVJcCUrYKK upmTBPeFxVL0oHEPDpzWtQ== 0000950134-94-000066.txt : 19940207 0000950134-94-000066.hdr.sgml : 19940207 ACCESSION NUMBER: 0000950134-94-000066 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 750778259 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-06776 FILM NUMBER: 94504447 BUSINESS ADDRESS: STREET 1: 3333 LEE PARKWAY SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596500 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION CO INC DATE OF NAME CHANGE: 19681211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3333 HOLDING CORP CENTRAL INDEX KEY: 0000818762 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 752178860 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-09624 FILM NUMBER: 94504448 BUSINESS ADDRESS: STREET 1: 3333 LEE PKWY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX DEVELOPMENT CO LP CENTRAL INDEX KEY: 0000818764 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 752168471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-09625 FILM NUMBER: 94504449 BUSINESS ADDRESS: STREET 1: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 10-Q 1 FORM 10-Q JOINT QUARTERLY REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q JOINT QUARTERLY REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter Ended DECEMBER 31, 1993 Commission File No. 1-6776 CENTEX CORPORATION A Nevada Corporation IRS Employer Identification No. 75-0778259 3333 Lee Parkway, Suite 1200 Dallas, Texas 75219 (214) 559-6500 Commission File Nos. 1-9624 and 1-9625, respectively 3333 HOLDING CORPORATION A Nevada Corporation CENTEX DEVELOPMENT COMPANY, L.P. A Delaware Limited Partnership IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively 3333 Lee Parkway, Suite 500 Dallas, Texas 75219 (214) 559-6700 The registrants have filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and have been subject to such filing requirements for the past 90 days. - -------------------------------------------------------------------------------- As of the close of business on February 1, 1994, 31,650,248 shares of Centex Corporation common stock were outstanding, 1,000 shares of common stock of 3333 Holding Corporation were outstanding, and 900 class B units of limited partnership interest of Centex Development Company, L.P. were outstanding. - -------------------------------------------------------------------------------- 2 CENTEX CORPORATION 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. FORM 10-Q TABLE OF CONTENTS DECEMBER 31, 1993 CENTEX CORPORATION PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Statement of Earnings for the Three Months Ended December 31, 1993 2 Condensed Consolidated Statement of Earnings for the Nine Months Ended December 31, 1993 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended December 31, 1993 5 Notes to Condensed Consolidated Financial Statements 6 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 - i - 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 13 Condensed Combining Statement of Operations for the Three Months Ended December 31, 1993 14 Condensed Combining Statement of Operations for the Nine Months Ended December 31, 1993 15 Condensed Combining Balance Sheets 16 Condensed Combining Statement of Cash Flows for the Nine Months Ended December 31, 1993 17 Notes to Condensed Combining Financial Statements 18 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 19 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 20 SIGNATURES 21-22 - ii - 4 CENTEX CORPORATION PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ITEM 1. The condensed consolidated financial statements include the accounts of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Registrant's latest annual report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the information in the following condensed consolidated financial statements of the Company have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. - 1 - 5 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE THREE MONTHS ENDED December 31, ----------------------------------------- 1993 1992 -------------- -------------- REVENUES Home Building $ 485,868 $ 387,859 Mortgage Banking 53,268 33,457 Contracting and Construction Services 246,508 192,675 Construction Products 43,508 31,884 Savings and Loan 4,101 2,783 ------------- ------------- 833,253 648,658 ------------- ------------- COSTS AND EXPENSES Home Building 460,106 366,881 Mortgage Banking 32,612 20,357 Contracting and Construction Services 248,096 193,813 Construction Products 40,891 30,830 Savings and Loan 3,772 2,208 Corporate General and Administrative 3,646 2,912 Interest Expense 7,448 4,960 ------------- ------------- 796,571 621,961 ------------- ------------- EARNINGS BEFORE INCOME TAXES 36,682 26,697 Income Taxes 13,096 9,052 ------------- ------------- NET EARNINGS $ 23,586 $ 17,645 ============= ============= EARNINGS PER SHARE $ .72 $ .55 ============= ============= AVERAGE SHARES OUTSTANDING 32,956,169 32,176,809 ============= ============= CASH DIVIDENDS PER SHARE $ .05 $ .05 ============= =============
See notes to condensed consolidated financial statements. - 2 - 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE NINE MONTHS ENDED December 31, ----------------------------------------- 1993 1992 -------------- -------------- REVENUES Home Building $ 1,326,925 $ 1,056,742 Mortgage Banking 144,833 90,214 Contracting and Construction Services 726,596 576,128 Construction Products 136,049 115,131 Savings and Loan 10,591 13,500 -------------- -------------- 2,344,994 1,851,715 -------------- -------------- COSTS AND EXPENSES Home Building 1,263,961 1,001,745 Mortgage Banking 87,227 56,078 Contracting and Construction Services 729,459 580,142 Construction Products 121,526 108,681 Savings and Loan 9,166 11,471 Corporate General and Administrative 10,690 9,384 Interest Expense 21,575 15,526 -------------- -------------- 2,243,604 1,783,027 -------------- -------------- EARNINGS BEFORE INCOME TAXES 101,390 68,688 Income Taxes 37,952 22,937 -------------- -------------- NET EARNINGS $ 63,438 $ 45,751 ============== ============== EARNINGS PER SHARE $ 1.94 $ 1.44 ============== ============== AVERAGE SHARES OUTSTANDING 32,734,533 31,880,106 ============== ============== CASH DIVIDENDS PER SHARE $ .15 $ .15 ============== ==============
See notes to condensed consolidated financial statements. - 3 - 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
December 31, 1993 March 31, 1993 ------------------------------- --------------------------------- Fully Fully Supplemental Consolidated Supplemental Consolidated ------------ ------------ ------------ ------------ (unaudited) (Condensed from audited financial statements) ASSETS ------ Cash and Cash Equivalents $ 19,518 $ 27,635 $ 13,802 $ 26,065 Marketable Securities - 92,457 - 110,316 Receivables - Residential Mortgage Loans - 789,968 - 591,328 Other 230,545 262,342 207,029 229,566 Inventories 1,031,261 1,031,261 896,345 896,345 Investments - Joint Ventures and Unconsolidated Subsidiaries 76,213 61,231 73,350 50,277 Centex Development Company, L.P. 70,172 70,172 71,517 71,517 Property and Equipment, net 170,851 188,370 167,406 177,610 Government-Backed S&L Assets - Receivables - 12,142 - 13,579 Covered Assets - 59,755 - 69,244 Other Assets and Deferred Charges 21,149 34,382 24,020 36,246 ----------- ----------- ----------- ---------- $ 1,619,709 $ 2,629,715 $ 1,453,469 $2,272,093 =========== =========== =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Accounts Payable and Accrued Liabilities $ 492,669 $ 578,990 $ 422,242 $ 527,094 S&L Deposits and Debt - 226,838 - 204,140 Short-term Debt 205,792 873,792 145,000 637,570 Long-term Debt 223,732 223,732 223,988 223,988 Deferred Income Taxes 24,543 53,390 55,722 72,784 ----------- ----------- ----------- ---------- Total Liabilities 946,736 1,956,742 846,952 1,665,576 ----------- ----------- ----------- ---------- Negative Goodwill 25,402 25,402 28,102 28,102 ----------- ----------- ----------- ---------- Stockholders' Equity Common Stock, $.25 Par Value; Authorized 50,000,000 Shares; Issued 31,626,748 and 31,140,878 Shares, respectively 7,907 7,907 7,785 7,785 Capital in Excess of Par Value 25,693 25,693 15,376 15,376 Retained Earnings 613,971 613,971 555,254 555,254 ----------- ----------- ----------- ---------- Total Stockholders' Equity 647,571 647,571 578,415 578,415 ----------- ----------- ----------- ---------- $ 1,619,709 $ 2,629,715 $ 1,453,469 $2,272,093 =========== =========== =========== ==========
The "Supplemental" presentation includes the mortgage company and the savings and loan on the equity method, whereas the "Fully Consolidated" presentation includes all assets and liabilities of these entities. The supplemental data does not purport to present the company's financial position in accordance with generally accepted accounting principles. Also see notes to condensed consolidated financial statements. - 4 - 8 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE NINE MONTHS ENDED December 31, ------------------------------------ 1993 1992 -------------- ------------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 63,438 $ 45,751 Adjustments - Depreciation, Depletion and Amortization 14,433 11,720 Deferred Income Taxes (12,399) 352 Equity in Earnings of Joint Ventures and Unconsolidated Subsidiaries, net (2,650) (3,317) -------------- ------------- 62,822 54,506 (Increase) Decrease in Receivables (32,776) 21,676 Increase in Inventories (135,236) (138,167) Increase in Payables and Accruals 51,908 28,130 Decrease (Increase) in Other Assets 529 (2,541) Other, net (7,007) (1,800) -------------- ------------- (59,760) (38,196) -------------- ------------- CASH FLOWS - INVESTING ACTIVITIES (Increase) Decrease in Advances to Joint Ventures and Unconsolidated Subsidiaries (6,959) 1,881 Property and Equipment Additions, net (25,840) (7,841) Decrease in Marketable Securities 17,859 108,659 -------------- ------------- (14,940) 102,699 -------------- ------------- CASH FLOWS - FINANCING ACTIVITIES Increase in Residential Mortgage Loans (199,038) (149,522) Decrease in Government-Backed S&L Assets 10,926 81,395 Increase (Decrease) in S&L Deposits and Debt 22,698 (226,390) Increase in Debt 235,966 203,632 Stock and Dividend Transactions, net 5,718 (592) -------------- ------------- 76,270 (91,477) -------------- ------------- NET INCREASE (DECREASE) IN CASH 1,570 (26,974) CASH AT BEGINNING OF YEAR 26,065 70,350 -------------- ------------- CASH AT END OF PERIOD $ 27,635 $ 43,376 ============== =============
See notes to condensed consolidated financial statements. - 5 - 9 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1993 (unaudited) (A) A summary of changes in stockholders' equity is presented below:
Capital in Common Excess of Retained Stock Par Value Earnings Total ----- --------- -------- ----- (dollars in thousands) Balance, March 31, 1993 $ 7,785 $ 15,376 $ 555,254 $ 578,415 Net Earnings - - 63,438 63,438 Exercise of Stock Options 122 10,317 - 10,439 Cash Dividends - - (4,721) (4,721) --------- --------- --------- ---------- BALANCE, DECEMBER 31, 1993 $ 7,907 $ 25,693 $ 613,971 $ 647,571 ========= ========= ========= ==========
(B) On November 30, 1987 the Company distributed to a nominee, all of the issued and outstanding shares of common stock of 3333 Holding Corporation and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. A wholly-owned subsidiary of 3333 Holding Corporation serves as general partner of Centex Development Company, L.P. These securities are held by the nominee on behalf of Centex stockholders, and will trade in tandem with the common stock of Centex, until such time as they are detached. Supplementary condensed combined financial statements for Centex, 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. are as follows: - 6 - 10 NOTES - continued CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
December 31, March 31, 1993 1993 ------------ ----------- ASSETS Cash and Cash Equivalents $ 28,117 $ 27,317 Marketable Securities 92,457 110,316 Receivables 1,053,786 821,852 Inventories 1,155,435 1,027,938 Investments in Joint Ventures and Unconsolidated Subsidiaries 61,231 50,277 Property and Equipment, net 188,370 177,610 Government-Backed S&L Assets 71,897 82,823 Other Assets and Deferred Charges 34,382 36,246 ------------ ----------- $ 2,685,675 $ 2,334,379 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities 581,159 529,381 S&L Deposits and Debt 226,838 204,140 Short-term Debt 926,932 696,832 Long-term Debt 223,732 223,988 Deferred Income Taxes 53,390 72,784 Negative Goodwill 25,402 28,102 Stockholders' Equity 648,222 579,152 ------------ ----------- $ 2,685,675 $ 2,334,379 ============ ===========
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
December 31, ----------------------------------- FOR THE NINE MONTHS ENDED 1993 1992 ----------- ----------- Revenues $ 2,354,680 $ 1,851,551 Costs and Expenses 2,253,376 1,782,926 ----------- ----------- Earnings Before Income Taxes 101,304 68,625 Income Taxes 37,952 22,937 ----------- ----------- NET EARNINGS $ 63,352 $ 45,688 =========== ===========
- 7 - 11 Notes - continued (C) In order to assure the future availability of land for home building, the Company has put up deposits totalling $9 million as of December 31, 1993 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $291 million. These options and commitments expire at various dates to 1997. The Company has also committed to purchase land and developed lots totaling approximately $103 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $2 million. The Company is contingently liable at December 31, 1993 on $9.6 million of long-term debt of Construction Products' joint ventures which represents the Company's share of debt on plant facilities and land. (D) Interest expense relating to the financial services operations (Mortgage Banking and Savings and Loan) is included in their respective cost of sales. Interest costs related to non-financial services operations and capitalized interest relieved from inventories are included under the caption "Interest Expense," as shown below.
Nine Months Ended ------------------------------------ 12/31/93 12/31/92 ---------- ---------- Total Interest Incurred $ 52,857 $ 48,210 Less Financial Services Operations - CTX Mortgage (24,927) (22,257) Texas Trust (6,355) (10,427) --------- --------- Interest Expense $ 21,575 $ 15,526 ========= =========
(E) On February 4, Centex announced that its construction products subsidiary, Centex Construction Products, Inc. ("CCP"), had filed a registration statement with the Securities and Exchange Commission for the intended sale of 10.2 million shares, or 51%, of CCP's common stock in an initial public offering. The estimated public offering price is between $15 and $17 per share. CCP is comprised of Centex's cement, readymix concrete, aggregate and gypsum wallboard operations including CCP's 50% joint venture interests in its Texas and Illinois cement plants. Centex will retain a 49% ownership in CCP after the completion of the offering. In connection with CCP's initial public offering, Centex expects to receive a dividend and other payments from CCP of up to $190 million, which will be used to reduce Centex's outstanding indebtedness. CCP will use proceeds from the offering, together with borrowings under a credit facility, to repay debt it will incur to fund the dividend to be paid to Centex. Although the registration statement has been filed, it will not become effective and the common stock cannot be sold prior to its effective date, which is estimated to be late March or early April, 1994. - 8 - 12 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Revenues for the nine months ended December 31, 1993 totaled $2,344,994,000, an increase of 27% from the same period last year. Revenues for the quarter totaled $833,253,000, 28% above $648,658,000 for the same quarter last year. Net earnings for the period increased 39% to $63,438,000 from $45,751,000 for the same nine months a year ago. Current quarter net earnings of $23,586,000 were 34% greater than $17,645,000 for the same quarter a year ago. Home Building revenues increased 26% to $1,326,925,000 from the same nine months last year. Revenues for the quarter were a record $485,868,000, a 25% improvement over $387,859,000 for the same quarter last year. Operating earnings for the nine months increased to $62,964,000 from $54,997,000 for the same nine months a year ago. Operating earnings for the quarter were $25,762,000, up 23% from $20,978,000 for the same quarter last year. Home closings for the nine months reached an all-time high of 9,051 units, an 18% increase from 7,645 homes for the similar period last year. The backlog of homes sold but not closed at December 31, 1993 was 5,009 units, 31% higher than last year. Home closings for the quarter were a record 3,245 units, up 17% from the prior year's 2,763 closings. New orders for the current quarter, which contained 13 weeks, were 2,844 units, a 14% increase over 2,494 units for the same quarter last year, a 14-week quarter. Comparison of comparable-length periods between the two fiscal years would have resulted in order increases of 21% for the quarter and 23% for the nine months. Mortgage Banking revenues for the nine months ended December 31, 1993 totaled $144,833,000, a 61% increase over the same nine months last year. Revenues for the quarter increased to $53,268,000, 59% above last year's revenues of $33,457,000. Operating earnings from Mortgage Banking for the current nine months increased 69% to $57,606,000 from $34,136,000 for the same nine months a year ago. Operating earnings for the quarter increased to a record $20,656,000, 58% above the same quarter last year. Mortgage Banking originations for the current nine months totaled 45,955, a 58% increase over originations for the same period a year ago. Originations for Centex-built houses rose 15% for the nine months over the same nine months last year while third-party originations grew 68% for the same period. Mortgage originations for the quarter totaled an all-time high of 16,050, 48% higher than 10,811 originations for the same period a year ago. Originations for Centex-built homes rose 16% to 2,421 for the quarter, while third-party originations increased 56% to 13,629 in the current quarter. Contracting and Construction Services revenues increased 26% for the nine months ended December 31, 1993, to $726,596,000 as compared to the same period a year ago. Revenues for the current quarter were $246,508,000, 28% greater than $192,675,000 for the same quarter last year. The operating loss for the nine months ended December 31, 1993 was $2,863,000, an improvement from the $4,014,000 loss for the same nine months last year. The operating loss for the current quarter was $1,588,000 compared to a loss of $1,138,000 for the same quarter a year ago. Although the higher volume of work helped lessen the current year's operating loss, competitive pressure continues to impact margins. The backlog of uncompleted construction contracts at December 31, 1993 was an all-time high of $1.3 billion, 25% higher - 9 - 13 than the $1.04 billion at December 31, 1992 and slightly above the September 30, 1993 backlog of about $1.14 billion. Construction Products revenues were $136,049,000 for the nine months ended December 31, 1993, an 18% increase from the same period last year. Revenues for the quarter were $43,508,000, an increase of 36% from $31,884,000 for the same quarter a year ago. Operating earnings were up 125% for the nine months to $14,523,000 as compared to the same period last year. Operating earnings were $2,617,000 for the current quarter, 148% higher than $1,054,000 for the same quarter a year ago. The improvement for both the quarter and the nine months was due primarily to increased production and higher pricing in certain cement markets combined with pricing and demand improvement in the gypsum wallboard business. Revenues from the Savings and Loan were $10,591,000 for the nine months ended December 31, 1993, a 22% decrease from the same period a year ago. Revenues were $4,101,000 for the quarter this year, compared to $2,783,000 for the same quarter in the prior fiscal year. Operating earnings for the nine months decreased to $1,425,000 from $2,029,000 for the same period last year. Operating earnings were $329,000 for the current quarter compared to $575,000 for the same quarter last year. The Home Building backlog remains at a record level. Home Building margins should continue to improve and the ongoing increase in the number of the Company's Mortgage Banking offices will help offset declines in the refinancing portion of the Company's mortgage origination business. Improving Home Building margins, the favorable market dynamics prevailing in the Mortgage Banking segment, and strengthening in Construction Products operations, should result in continued strong earnings for fiscal 1994. FINANCIAL CONDITION On February 4, Centex announced that its construction products subsidiary, Centex Construction Products, Inc. ("CCP"), had filed a registration statement with the Securities and Exchange Commission for the intended sale of 10.2 million shares, or 51%, of CCP's common stock in an initial public offering. The estimated public offering price is between $15 and $17 per share. CCP is comprised of Centex's cement, readymix concrete, aggregate and gypsum wallboard operations including CCP's 50% joint venture interests in its Texas and Illinois cement plants. The initial public offering by CCP is a key part of Centex's strategy to position its construction products business for future growth. Following completion of the offering, CCP will have a strong balance sheet with a conservative debt-to-capitalization ratio of approximately 25%. Centex will retain a 49% ownership in CCP after the completion of the offering. In connection with CCP's initial public offering, Centex expects to receive a dividend and other payments from CCP of up to $190 million, which will be used to reduce Centex's outstanding indebtedness. CCP will use proceeds from the offering, together with borrowings under a credit facility, to repay debt it will incur to fund the dividend to be paid to Centex. Although the registration statement has been filed, it will not become effective and the common stock cannot be sold prior to its effective date, which is estimated to be late March or early April, 1994. The Company has adequate unsecured revolving credit facilities. These credit facilities serve as back-up lines for overnight borrowings under uncommitted bank lines and commercial paper. In addition, CTX Mortgage Company has committed and uncommitted credit facilities to finance its mortgages which are held during the period they are being securitized and readied for delivery against forward sale commitments. Based upon its financial condition and credit relationships, Centex believes it will be able to provide adequately for its current operations and future growth. - 10 - 14 CENTEX CORPORATION PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 99 -- Press Release issued by Centex Corporation regarding initial public offering of Centex Construction Products, Inc. common stock. (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended December 31, 1993. All other items required under Part II are omitted because they are not applicable. - 11 - 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTEX CORPORATION ___________________________________ Registrant February 3, 1994 /s/ DAVID W. QUINN ___________________________________ David W. Quinn Executive Vice President and Chief Financial Officer February 3, 1994 /s/ MICHAEL S. ALBRIGHT ___________________________________ Michael S. Albright Vice President - Finance and Controller (chief accounting officer) - 12 - 16 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART I. FINANCIAL INFORMATION CONDENSED COMBINING FINANCIAL STATEMENTS ITEM 1. The condensed combining financial statements include the accounts of 3333 Holding Corporation and subsidiary and Centex Development Company, L.P. (the "Companies"), and have been prepared by the Companies, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Companies believe that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed combining financial statements be read in conjunction with the financial statements and the notes thereto included in the Companies' latest annual report on Form 10-K. In the opinion of the Companies, all adjustments necessary to present fairly the information in the following condensed financial statements of the Companies have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. - 13 - 17 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF OPERATIONS (dollars in thousands, except per share/unit data) (unaudited)
For the Three Months Ended December 31, ------------------------------------------------------------------------------------- 1993 1992 ----------------------------------------- ---------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary -------- ------------- ------------- -------- ------------- ------------- Revenues $ 374 $ 275 $ 136 $ 947 $ 843 $ 155 Costs and Expenses 798 670 165 1,268 1,156 163 --------- -------- --------- -------- -------- -------- Loss Before Income Taxes (424) (395) (29) (321) (313) (8) Income Taxes - - - - - - --------- -------- --------- -------- -------- -------- NET LOSS $ (424) $ (395) $ (29) $ (321) $ (313) $ (8) ========= ======== ========= ======== ======== ======== Loss Per Share/Unit (Average Outstanding Shares, 1,000; Units, 1,000) $ (395) $ (29) $ (313) $ (8) ======== ========= ======== ========
See notes to condensed combining financial statements. - 14 - 18 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF OPERATIONS (dollars in thousands, except per share/unit data) (unaudited)
For the Nine Months Ended December 31, ------------------------------------------------------------------------------------ 1993 1992 ----------------------------------------- --------------------------------------- 3333 3333 Holding Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary -------- ------------- ----------- -------- ------------- ----------- Revenues $ 12,438 $ 12,146 $ 404 $ 9,934 $ 9,646 $ 434 Costs and Expenses 13,790 13,412 490 10,179 9,828 497 --------- --------- -------- --------- --------- -------- Loss Before Income Taxes (1,352) (1,266) (86) (245) (182) (63) Income Taxes - - - - - - --------- --------- -------- -------- --------- -------- NET LOSS $ (1,352) $ (1,266) $ (86) $ (245) $ (182) $ (63) ========= ========= ======== ======== ========= ======== Loss Per Share/Unit (Average Outstanding Shares, 1,000; Units, 1,000) $ (1,266) $ (86) $ (182) $ (63) ========= ======== ========= ========
See notes to condensed combining financial statements. - 15 - 19 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEETS (dollars in thousands)
December 31, 1993* March 31, 1993** ------------------------------------------ ----------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary -------- ------------- ------------- -------- ------------- ------------- ASSETS Cash $ 482 $ 481 $ 1 $ 1,252 $ 1,252 $ - Accounts Receivable 421 2,121 135 420 2,050 133 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 1,190 1,190 - 671 671 - Investment in Affiliate - - 767 - - 767 Projects Held for Development and Sale - Forster Ranch 48,913 48,913 - 44,777 44,777 - Other 69,014 69,014 - 79,871 79,871 - --------- --------- -------- --------- --------- --------- $ 127,720 $ 121,719 $ 8,603 $ 134,691 $ 128,621 $ 8,600 ========= ========= ======== ========= ========= ========= LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 4,691 $ 4,574 $ 1,952 $ 4,209 $ 4,109 $ 1,863 Notes Payable - Centex Corporation and Subsidiaries 6,500 - 6,500 6,500 - 6,500 Forster Ranch 48,905 48,905 - 44,777 44,777 - Other 4,235 4,235 - 14,485 14,485 - Land Sale Deposits 178 178 - 157 157 - --------- --------- -------- --------- --------- --------- Total Liabilities 64,509 57,892 8,452 70,128 63,528 8,363 Stockholders' Equity and Partners' Capital 63,211 63,827 151 64,563 65,093 237 --------- --------- -------- --------- --------- --------- $ 127,720 $ 121,719 $ 8,603 $ 134,691 $ 128,621 $ 8,600 ========= ========= ======== ========= ========= =========
* Unaudited **Condensed from audited financial statements. See notes to condensed combining financial statements. - 16 - 20 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited)
For the Nine Months Ended December 31, --------------------------------------------------------------------------------------- 1993 1992 ------------------------------------------ ----------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary -------- ------------- ------------- -------- ------------- ------------- CASH FLOWS - OPERATING ACTIVITIES Net Loss $ (1,352) $ (1,266) $ (86) $ (245) $ (182) $ (63) Net Change in Payables, Accruals, Deposits and Receivables 502 415 87 (2,706) (2,783) 77 (Increase) Decrease in Notes Receivables (519) (519) - 177 177 - Decrease (Increase) in Land Held for Development and Sale 6,721 6,721 - (4,952) (4,952) --------- ---------- ------- -------- -------- -------- 5,352 5,351 1 (7,726) (7,740) 14 --------- ---------- ------- -------- -------- -------- CASH FLOWS - FINANCING ACTIVITIES (Decrease) Increase in Notes Payable (6,122) (6,122) - 7,054 7,054 - --------- ---------- ------- -------- -------- -------- (6,122) (6,122) - 7,054 7,054 - --------- ---------- ------- -------- -------- -------- NET (DECREASE) INCREASE IN CASH (770) (771) 1 (672) (686) 14 CASH AT BEGINNING OF YEAR 1,252 1,252 - 950 950 - --------- ---------- ------- -------- -------- -------- CASH AT END OF PERIOD $ 482 $ 481 $ 1 $ 278 $ 264 $ 14 ========= ========== ======= ======== ======== ========
See notes to condensed combining financial statements. - 17 - 21 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS DECEMBER 31, 1993 (unaudited) (A) On November 30, 1987 Centex Corporation ("Centex") distributed to a nominee all of the issued and outstanding shares of common stock of 3333 Holding Corporation ("Holding") and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. (the "Partnership"). 3333 Development Corporation ("Development"), a wholly-owned subsidiary of Holding, serves as general partner of the Partnership. These securities are held by the nominee on behalf of Centex stockholders, and will trade in tandem with the common stock of Centex, until such time as they are detached. (B) See Note B to the condensed consolidated financial statements of Centex Corporation and subsidiaries included elsewhere in this Form 10-Q for supplementary condensed combined financial statements for Centex, Holding and subsidiary and the Partnership. (C) The Partnership sells lots to Centex Real Estate Corporation ("CREC") pursuant to certain purchase and sale agreements. Revenues from these sales totaled $1,716,000 and $8,648,000 for the nine months ended December 31, 1993 and 1992, respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Nine Months Ended December 31, 1993 ------------------------------------------------------------------------- Centex Development 3333 Holding Corporation Company, L.P. and Subsidiary -------------------------------- ----------------------------------- CLASS B GENERAL LIMITED CAPITAL IN UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS -------- -------- ------- ------- -------- --------- -------- Balance at March 31, 1993 $ 64,563 $ 500 $ 767 $ 63,826 $ 1 $ 800 $ (564) Net Loss (1,352) - - (1,266) - - (86) -------- ------- ------- -------- ---------- ----------- --------- BALANCE AT DECEMBER 31, 1993 $ 63,211 $ 500 $ 767 $ 62,560 $ 1 $ 800 $ (650) ======== ======= ======= ======== ========== =========== ========
(E) The holder of the Forster Ranch non-recourse notes has given notice that it does not intend to renew the note that matured in April 1993 and has initiated action that may result in the transfer of the underlying real estate to the lender in satisfaction of the debt. - 18 - 22 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES The liquidity of 3333 Holding Corporation ("Holding") and Subsidiary ("Development") and Centex Development Company, L.P. (the "Partnership") is largely dependent on the timing, which is uncertain, of future real estate sales. The ability to obtain external debt or equity capital is subject to the provisions of Holding's loan agreement with Centex and the partnership agreement. Based on their current financial condition, these companies believe that they will be able to provide or obtain the necessary funding for their current operations and future expansion needs. RESULTS OF OPERATIONS For the nine months ended December 31, 1993, the combined entities had revenues of $12,438,000 and a loss of $1,352,000. For the quarter, revenues were $374,000 and the loss was $424,000. The revenues for nine months included proceeds from the sale of residential property in Florida, a 103,000 square foot retail shopping center in Sonora, California, a fifteen acre commercial tract in Houston, Texas, and a 168 acre tract in Comal County, Texas. Due to the financial dynamics of the Partnership's business, a comparison with the revenues from real estate sales for the same period in 1992 is not meaningful. The timing of future revenues from the development and sale of real estate will result in fluctuating future earnings for the Partnership. - 19 - 23 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended December 31, 1993. All other items required under Part II are omitted because they are not applicable. - 20 - 24 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 3333 HOLDING CORPORATION ___________________________________ Registrant February 3, 1994 /s/ J. STEPHEN BILHEIMER ___________________________________ J. Stephen Bilheimer President February 3, 1994 /s/ ROGER SEFZIK ___________________________________ Roger Sefzik Vice President and Treasurer (chief accounting officer) - 21 - 25 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTEX DEVELOPMENT COMPANY, L.P. __________________________________ Registrant By: 3333 Development Corporation, General Partner February 3, 1994 /s/ J. STEPHEN BILHEIMER __________________________________ J. Stephen Bilheimer President February 3, 1994 /s/ ROGER SEFZIK __________________________________ Roger Sefzik Vice President and Treasurer (chief accounting officer) - 22 - EX-99 2 NEWS RELEASE 1 EXHIBIT 99 CENTEX CORPORATION / 3333 LEE PARKWAY, P.O. BOX 19000, DALLAS, TEXAS 75219, TELEPHONE (214) 559-6500 {CENTEX LOGO} NEWS RELEASE FOR IMMEDIATE RELEASE CENTEX CORPORATION ANNOUNCES AN INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF CENTEX CONSTRUCTION PRODUCTS, INC. (Dallas, TX February 4, 1994): Centex Corporation announced today that its construction products subsidiary, Centex Construction Products, Inc. (CCP), has filed a registration statement for the intended sale of 10.2 million shares, or 51%, of CCP's common stock in an initial public offering. The estimated public offering price is between $15 and $17 per share. CCP is comprised of Centex's cement, readymix concrete, aggregate and gypsum wallboard operations including CCP's 50% joint venture interests in its Texas and Illinois cement plants. Centex said the initial public offering by CCP is a key part of the parent company's strategy to position its construction products business for future growth and that CCP, as a separate publicly held company, should significantly enhance the potential value of Centex's remaining investment in CCP. Following completion of the offering, CCP will have a strong balance sheet with a conservative debt-to-capitalization ratio of approximately 25%. Centex will retain a 49% ownership in CCP after the completion of the offering. In connection with CCP's initial public offering, Centex Corporation expects to receive a dividend and other payments from CCP of up to approximately $190 million, which will be used to reduce Centex's outstanding indebtedness. CCP will use proceeds from the offering, together with borrowings under a credit facility, to repay debt it will incur to fund the dividend to be paid to Centex. M 0 R E 2 CENTEX ADD 1 The current CCP management team, led by O.G. (Greg) Dagnan, President and Chief Executive Officer, will continue to run the Company once it becomes publicly held. Laurence E. Hirsch, Chairman and Chief Executive Officer of Centex Corporation, will be Chairman of CCP. The offering in the United States and Canada and the international offering are being managed by Donaldson, Lufkin & Jenrette Securities Corporation, Dillon Read & Co. Inc. and Lehman Brothers. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Preliminary prospectuses are not yet available for distribution. # # # # # # # For additional information, contact at (214) 559-6500: Laurence E. Hirsch Chairman and Chief Executive Officer OR Sheila E. Gallagher Vice President--Corporate Communications -----END PRIVACY-ENHANCED MESSAGE-----